Fluent, Inc. 10-Q

Item 5. Other Information.   Because this Quarterly Report on Form 10-Q is being filed within four business days after the applicable triggering events, the information below is being disclosed under this Item 5 instead of under Item 1.01 (Entry into a Material Definitive Agreement), Item 2.03 (Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of Registrant) and Item 3.03 (Material Modification to Rights of Security Holders) of Form 8-K.   On November 15, 2023, the Borrower and Citizens Bank entered into a Temporary Waiver Under Credit Agreement (the “Waiver”) to the Credit Agreement, pursuant to which Citizens Bank agreed to waive through the earlier of January 15, 2024 or an occurrence of any other event of default (the “Termination date”) its rights and remedies arising from the Company’s breach of the total leverage covenant during the quarter ending September 30, 2023.  The Waiver also added new reporting requirements, temporarily increased the applicable margin, and extended the term of the business consultant through January 15, 2024. The Borrower must also provide a 2024 budget that has been reviewed by the business consultant retained by counsel to Citizens Bank. The Company intends for that budget to inform modified financial covenant levels and other provisions, as needed, for the quarters ending December 31, 2023 through December 31, 2024, which would be accomplished with an amendment to the Credit Agreement.     40 Table of Contents   Item 6. Exhibits.   The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.           Incorporated by Reference   Filed Exhibit No.   Exhibit Description   Form   File No.   Exhibit   Filing Date   Herewith 3.1   Certificate of Domestication   8-K   001-37893   3.1   3/26/2015                               3.2   Certificate of Incorporation   8-K   001-37893   3.2   3/26/2015                               3.3   Certificate of Amendment to the Certificate of Incorporation   8-K   001-37893   3.1   9/26/2016                               3.4   Certificate of Amendment to the Certificate of Incorporation   8-K   001-37893   3.1   4/16/2018                               3.5   Amended and Restated Bylaws   8-K   001-37893   3.2   2/19/2019                               10.1   Fourth Amendment to Credit Agreement   10-Q   001-37893   10.6   8/21/2023                               10.2   Temporary Waiver Under Credit Agreement                   X                           31.1   Certification of Chief Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   X 31.2   Certification of Interim Chief Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   X 32.1*   Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                   X 32.2*   Certification by Interim Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                   X 101.INS   Inline XBRL Instance Document (the Instance Document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)                   X 101.SCH   Inline XBRL Taxonomy Extension Schema Document                   X 101.CAL   Inline XBRL Taxonomy Extension Calculation Linkbase Document                   X 101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document                   X 101.LAB   Inline XBRL Taxonomy Extension Label Linkbase Document                   X 101.PRE   Inline XBRL Taxonomy Extension Presentation Linkbase Document                   X 104   Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)                     *   This certification is deemed not filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.   41 Table of Contents   SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.        Fluent, Inc.             November 15, 2023 By: /s/ Ryan Perfit     Ryan Perfit     Interim Chief Financial Officer     (Principal Financial and Accounting Officer)   42